2017-04-06_REVISION - M1998058 ‎(4)‎

• Permit No: M1998058
• IBM Index Class Name: REVISION
• Doc Date: 4/6/2017
• Doc Name: Request For Succession Of Operator
• From: Connell/Oldcastle
• To: DRMS
• Type & Sequence: SO2
• Email Name: GRM
• Media Type: D
• Archive: No

LANDLORD CONSENT AND ESTOPPEL
This LANDLORD CONSENT AND ESTOPPEL(this "Estoppel and Consent") dated
as of February 2, 2017 (the "Effective Date"), is executed by Luke J. Tellier and Caroline
Jean Tellier ("Landlord"), in favor of Connell Resources, Inc., a Colorado corporation
("Assignor")and Oldcastle SW Group,Inc.,a Colorado corporation("Assignee").
WHEREAS,Assignor is presently the holder of the tenant's interest under the provisions
of that certain Sand and Gravel Lease dated as of April 2, 1999, as amended by that certain
Agreement to Amend dated December 19, 2008, and that certain Agreement to Amend dated
February :Z 2—, 2017(the"Lease"), by and between Landlord and Assignor,pursuant to which
Assignor is leasing from Landlord certain real property and related interests in Routt County,
State of Colorado,as more particularly described in the Lease.
WHEREAS, Assignor and Assignee are contemplating entering into an Asset Purchase
Agreement(tbe"Purchase Agreement"),pursuant to which Assignor will assign and Assignee
will assume all of Assignor's interests,rights and obligations pursuant to the Lease at the closing
of the transactions contemplated by the Purchase Agreement (the "Closing Date"), contingent
upon Landlord's execution and delivery of this Estoppel and Consent;and
WHEREAS, Landlord is willing to execute this Estoppel and Consent to grant its prior
written consent to Assignor's assignment of the Lease to Assignee and to make certain
representations set forth herein.
NOW,THEREFORE,with the understanding that Assignor and Assignee will be relying
on each of the statements contained in this Estoppel and Consent, Landlord hereby agrees as
follows:
1. Consent to Assignment. Pursuant to Section 24 of the Lease, Landlord, by its
execution below, hereby expressly consents to the assignment of the Lease by Assignor to
Assignee, and the assumption by Assignee of all of Assignor's interest, rights and obligations
under the Lease.
2. Landlord Estoppel.Landlord hereby represents and warrants that a true, correct,
and complete copy of the Lease with all amendments, supplements and modifications thereto, is
attached hereto as Exhibit A, and all of the terms, covenants and conditions of the Lease are
presently, and shall continue to remain,in full force and effect in all respects from and after the
assignment of the Lease from Assignor to Assignee. Further,Landlord represents and warrants
that,as of the Effective Date:
(a) all royalties,base rent and all additional rent and other charges required to be paid
under the Lease have been paid for the period up to and including the Effective Date,
there are no other fees or payments presently due under the Lease;
(b) there are no defaults, breaches or unsatisfied conditions presently existing under
the Lease and no events have occurred that, with the passage of time or the giving of
notice, or both,would constitute a breach or default under the Lease or permit Landlord
to terminate the Lease or exercise any other remedies;
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